JOINT FILING AND SOLICITATION AGREEMENT
Exhibit
99.1
WHEREAS,
certain of the undersigned are stockholders, direct or beneficial, of Toreador
Resources Corporation, a Delaware corporation (“TRGL” or the “Company”);
and
WHEREAS,
Nanes Balkany Partners I LP, a Delaware limited partnership (“Nanes Balkany
Partners I”), Nanes Balkany Partners LLC, a Delaware limited liability company
and the general partner of Nanes Balkany Partners I (“Nanes Balkany Partners”),
Nanes Balkany Management LLC, a Delaware limited liability company and the
investment manager of Nanes Balkany Partners I (“Nanes Balkany Management”),
Xxxxxx Xxxxxxx (“Xx. Xxxxxxx”), Xxxxx Xxxxx (“Xx. Xxxxx” and, together with
Nanes Balkany Partners I, Nanes Balkany Partners, Nanes Balkany Management and
Xx. Xxxxxxx, the “Nanes Balkany Group”), Xxxxx XxXxxxxx and Xxxx Xxxxxx wish to
form a group for the purpose of seeking representation on the Board of Directors
of the Company at the 2009 annual meeting of stockholders of the Company, or any
other meeting of stockholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the “Annual Meeting”) and
for the purpose of taking all other action necessary to achieve the
foregoing.
NOW, IT
IS AGREED, this 14th day of January 2009 by the parties hereto:
1. In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934,
as amended, each of the undersigned (collectively, the “Group”) agrees to the
joint filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of TRGL. Each member of the Group shall be
responsible for the accuracy and completeness of his/its own disclosure therein,
and is not responsible for the accuracy and completeness of the information
concerning the other members, unless such member knows or has reason to know
that such information is inaccurate.
2. So
long as this agreement is in effect, each of the undersigned shall provide
written notice to Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP (“Xxxxxx”)
of (i) any of their purchases or sales of securities of TRGL, or (ii) any
securities of TRGL over which they acquire or dispose of beneficial
ownership. Notice shall be given no later than 24 hours after each
such transaction.
3. Each
of the undersigned agrees to work together for the purpose of soliciting proxies
for the election of the persons nominated by Nanes Balkany Partners I to the
Board of Directors of the Company at the Annual Meeting and for the purpose of
taking all other actions necessary or advisable to achieve the
foregoing.
4. Nanes
Balkany Partners I shall have the right to pre-approve all expenses incurred in
connection with the Group’s activities and agrees to pay directly all such
expenses.
5. Each
of the undersigned agrees that any SEC filing, press release or stockholder
communication proposed to be made or issued by the parties hereto in connection
with the Group’s activities set forth in Section 3 shall be first approved by
Nanes Balkany Partners I, or its representatives, which approval shall not be
unreasonably withheld.
6. The
relationship of the parties hereto shall be limited to carrying on the business
of the Group in accordance with the terms of this Agreement. Such
relationship shall be construed and deemed to be for the sole and limited
purpose of carrying on such business as described herein. Nothing
herein shall be construed to authorize any party to act as an agent for any
other party, or to create a joint venture or partnership, or to constitute an
indemnification. Nothing herein shall restrict any party’s right to
purchase or sell securities of TRGL, as he/it deems appropriate, in his/its sole
discretion, provided that all such sales are made in compliance with all
applicable securities laws.
7. This
Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which, taken together, shall constitute one and the same
instrument, which may be sufficiently evidenced by one counterpart.
8. Any
notice, direction or other instrument required or permitted to be given to any
party hereunder shall be in writing and shall be sufficiently given if delivered
personally, if sent by fax and mailed within 24 hours, if sent by certified
prepaid mail or overnight courier service, to:
Any
member of the Nanes Balkany Group:
000
Xxxxxxx Xxxxxx, Xxxxx 00X
Xxx Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx Xxxxxxx
or
if to Messrs. XxXxxxxx or Sengès, to the respective address set forth on the
signature pages hereto.
9. In
the event of any dispute arising out of the provisions of this Agreement, the
parties hereto consent and submit to the exclusive jurisdiction of the Federal
and State Courts in the State of New York.
10. Any
party hereto may terminate his/its obligations under this Agreement at any time
on 24 hours’ written notice to all other parties, with a copy by fax to Xxx
Xxxxxxxxx at Xxxxxx, Fax No. (000) 000-0000.
11. Each
party acknowledges that Xxxxxx shall act as counsel for both the Group and Nanes
Balkany Partners I.
[Signature
page on next page]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the day and year first above written.
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By:
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Nanes
Balkany Partners LLC
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General
Partner
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By:
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/s/
Xxxxxx Xxxxxxx
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Name:
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Xxxxxx
Xxxxxxx
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Title:
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Managing
Member
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NANES
BALKANY PARTNERS LLC
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By:
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/s/
Xxxxx Xxxxx
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Name:
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Xxxxx
Xxxxx
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Title:
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Managing
Member
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NANES
BALKANY MANAGEMENT LLC
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By:
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/s/
Xxxxx Xxxxx
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Name:
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Xxxxx
Xxxxx
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Title:
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Managing
Member
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/s/
Xxxxxx Xxxxxxx
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XXXXXX
XXXXXXX
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/s/
Xxxxx Xxxxx
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XXXXX
XXXXX
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/s/
Xxxxx X. XxXxxxxx
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XXXXX
X. XXXXXXXX
00
Xxxxxxx Xxxxx Xxxxx
Xxxxxxx,
Xxxxxxx, Xxxxxx X0X 0X0
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/s/
Xxxx Xxxxxx
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XXXX
XXXXXX
00
xxx xxxxxx xx Xxxx xx Xxxxxxxxx
0000
Xxxxxxxx-Xxxxxxxxx,
Xxxxxxxxxxx
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